UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
SOUTHWEST BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): [X] No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
SOUTHWEST BANCORP, INC.
March 17, 2000
Dear Fellow Shareholder:
We invite you to attend our 2000 Annual Meeting of Shareholders to be held
in the Auditorium, Room 215, of the Stillwater Public Library, 1107 South Duck
Street, Stillwater, Oklahoma on Thursday, April 27, 2000 at 11:00 a.m., Central
Time.
At our Annual Meeting, we will discuss highlights of the past year and the
first quarter of 2000. The 1999 results are presented in detail in the enclosed
Annual Report.
The Annual Meeting has been called for the election of directors and to
consider any other matters as may properly come before the Annual Meeting or any
adjournments. Directors and officers of Southwest, as well as representatives
of Deloitte & Touche LLP, Southwest's independent auditors, will be present to
respond to any questions the shareholders may have.
Your vote is important to Southwest. Please complete the proxy card and
return it in the enclosed, postage-paid envelope.
Thank you for investing in Southwest.
You also are invited to a reception and dinner on the evening of Wednesday,
April 26, 2000, at 6:30 p.m. in Stillwater, Oklahoma. If you plan to attend
this reception and dinner please fill out the enclosed card and return it to us
by April 20, 2000, so we may make the proper arrangements.
Sincerely,
/s/ Rick Green
SOUTHWEST BANCORP, INC.
608 South Main Street
Stillwater, Oklahoma 74074
(405) 372-2230
NOTICE OF ANNUAL MEETING
April 27, 2000
The Annual Meeting of Shareholders of Southwest Bancorp, Inc.
("Southwest"), will be held in the Auditorium, Room 215, of the Stillwater
Public Library, 1107 South Duck Street, Stillwater, Oklahoma at 11:00 a.m.,
Central Time, on Thursday, April 27, 2000.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of four directors of Southwest; and
2. The transaction of such other matters as may properly come before the
Annual Meeting or any adjournments thereof.
Your Board of Directors recommends a vote "FOR" the election of the persons
nominated for election. The Board is not aware of any other business to come
before the Annual Meeting.
Only shareholders of record at the close of business on March 10, 2000,
will be entitled to vote at the Annual Meeting and any adjournments or
postponements. A Proxy Card and a Proxy Statement for the Annual Meeting are
enclosed. Whether or not you attend the meeting in person, it is important that
your Southwest shares be represented and voted. Please vote by completing,
signing and dating your proxy card, and returning it as soon as possible in the
enclosed, postage-paid envelope. You may change your proxy later or vote in
person at the meeting, if you wish.
A complete list of shareholders entitled to vote at the Annual Meeting
will be open for examination by any shareholder for any purpose germane to the
Annual Meeting during ordinary business hours at Southwest's main office during
the ten days prior to the Annual Meeting.
The proxy statement, voting instruction card, and Southwest's 1999 Annual
Report are being distributed on or about March 17, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Deborah T. Bradley
DEBORAH T. BRADLEY
Stillwater, Oklahoma SECRETARY
March 17, 2000
P R O X Y S T A T E M E N T
Q U E S T I O N S AND A N S W E R S
Q: What am I voting on?
A: You are voting on the re-election of the following four directors, each for
a three-year term: James E. Berry II, Joe Berry Cannon, Alfred L.
Litchenburg, and Robert B. Rodgers. (See page 2.)
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Q: Who is entitled to vote at the Annual Meeting?
A: Shareholders of Southwest's common stock as of the close of business on
March 10, 2000 (the Record Date) are entitled to vote at the meeting.
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Q: How do I vote?
A: You may vote by completing, signing, and dating the proxy card, and
returning it in the enclosed, postage-paid envelope. If you return your
signed proxy card but do not indicate your voting preference, your card
will be voted in favor of the re-election of all four directors. You have
the right to revoke your proxy any time before the Annual Meeting, and
shareholders who attend the meeting may withdraw their proxies and vote in
person if they wish.
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Q: Is my vote confidential?
A: Yes, only the inspectors of election and a limited number of employees
associated with processing the votes will know how you cast your vote.
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Q: Who will count the votes?
A: Harris Trust and Savings Bank, Southwest's transfer agent, will tabulate
the votes.
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Q: What should I do if I receive more than one proxy card?
A: If you receive more than one proxy card, it indicates that you own shares
in more than one account, or your shares are registered in various names.
You should vote all proxy cards you receive by completing, signing, dating,
and returning each proxy card in the enclosed, postage-paid envelope.
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1
Q: What constitutes a quorum at the Annual Meeting?
A: On the Record Date, there were 3,854,249 shares of Southwest common stock
issued and outstanding. Each share is entitled to one vote on all matters
voted on at the Annual Meeting. A majority of the outstanding shares,
present or represented by proxy, will be a quorum for the Annual Meeting.
If you submit a properly executed proxy card, you will be considered part
of the quorum. Abstentions and shares held for you by your broker or
nominee (broker shares) that are voted on any matter are included in the
quorum. Broker shares that are not voted on any matter are not included in
the quorum and are not included in determining the number of votes cast in
the election of directors.
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Q: Who may attend the Annual Meeting?
A: All shareholders as of the Record Date may attend, although seating is
limited.
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Q: What percentage of Southwest stock did directors and executive officers of
Southwest own on the Record Date?
A: Together, they owned approximately 14.2% of Southwest issued and
outstanding common stock.
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Q: Who pays for this proxy solicitation and how will solicitation occur?
A: Southwest's Board of Directors is soliciting this proxy, and Southwest will
pay the cost of the solicitation. In addition to the use of the mail,
employees of Southwest may solicit proxies personally or by telephone, fax,
or electronic mail, without additional compensation. Banks, brokerage
houses and other nominees and fiduciaries are requested to forward the
proxy material to beneficial owners of Southwest stock and to obtain
authorization to execute proxies on behalf of the beneficial owners. Upon
request, Southwest will reimburse these parties for their reasonable
expenses in forwarding proxy material to beneficial owners.
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PROPOSAL I -- ELECTION OF DIRECTORS
Your Board of Directors is currently composed of fourteen members. All of
Southwest's directors also serve as directors of the Stillwater National Bank
and Trust Company, Southwest's banking subsidiary. Directors of Southwest are
divided into three classes and are elected for terms of three years and until
their successors are elected and qualified. At the Annual Meeting, four
directors will be elected for terms expiring at the 2003 Annual Meeting.
The Board of Directors has nominated for re-election, James E. Berry II,
Joe Berry Cannon, Alfred L. Litchenburg, and Robert B. Rodgers, all of whom are
currently directors, each to serve for a term of three years and until his
successor is elected and qualified. Each nominee must be elected by a plurality
of shares voted in this election. The individuals named as proxies on your proxy
card will vote for the election of each nominee unless you withhold
authorization.
2
Each shareholder voting in the election of directors is entitled to
cumulate his or her votes by multiplying the number of shares of common stock
owned of record by the shareholder on the Record Date by the number of directors
to be elected. Each shareholder is then entitled to cast his or her total
cumulated votes for one nominee or distribute his or her votes among any number
of the nominees being voted on at the Annual Meeting. Shareholders may not
cumulate their votes on the form of proxy solicited by the Board of Directors.
In order to cumulate votes, shareholders must attend the meeting and vote in
person or make arrangements with their own proxies. Unless otherwise specified
in the proxy, however, the right is reserved, in the sole discretion of the
Board of Directors, to vote cumulatively, and to distribute votes among some or
all of the nominees of the Board of Directors in a manner other than equally so
as to elect as directors the maximum possible number of such nominees.
Each nominee has agreed to serve a three-year term, if elected. If any
nominee is unable to stand for re-election at this Annual Meeting, the Board may
reduce its size or nominate an alternate candidate, and the proxies will be
voted for the alternate candidate.
Your Board recommends a vote FOR these directors.
DIRECTOR NOMINEES
Term Expiring in 2003
James E. Berry II Director Since 1998
Mr. Berry, age 54, has served as a director of Southwest and Stillwater
National since being appointed to the Board of Directors in June 1998, following
the retirement of his father, George M. Berry, from the Board. Mr. Berry is the
owner of Shading Concepts, which manufactures and sells solarium draperies. J.
Berry Harrison, Betty Kerns, and Robert B. Rodgers are his cousins.
Joe Berry Cannon Director Since 1981
Mr. Cannon, age 63, has been a director of Southwest since its inception in
1981 and a director of Stillwater National since 1961. He is a Professor of
Management at Oral Roberts University School of Business. He has been a member
of the Kiwanis Club, a member of the First United Methodist Church Board of
Directors, and a member of the American and Oklahoma Bar Associations.
Alfred L. Litchenburg Director Since 1998
Mr. Litchenburg, age 50, was elected a director by the Board of Directors
of Southwest and Stillwater National in February 1998. He is Senior Vice
President and Director of Strategic Development for American Fidelity Assurance
Company, Oklahoma City, Oklahoma, and has served in various capacities with that
company since 1975. He also serves as President of the Board for the Variety
Health Center and Group Chair for the Oklahoma City United Way, and is a member
of the Finance Committee of New Covenant United Methodist Church and Leadership
Oklahoma City. He is a Fellow of the Society of Actuaries and a member of the
American Academy of Actuaries.
3
Robert B. Rodgers Director Since 1996
Mr. Rodgers, age 46, has been a director of Southwest and Stillwater
National since February 1996, and Chairman of the Board since December 31, 1999.
He previously served as Vice Chairman of the Board, beginning in May 1999. Mr.
Rodgers is president of Bob Rodgers Motor Company in Pauls Valley, Oklahoma, and
is owner of Rapid Roberts Enterprises. He is director and former President and
Chairman of the Board of Directors of CDI II, a credit life insurance company
headquartered in Oklahoma City, Oklahoma. Mr. Rodgers also serves on the Board
of Directors and is Regional Vice President of the Oklahoma Auto Dealers
Association. James E. Berry II, J. Berry Harrison, and Betty Kerns are his
cousins.
DIRECTORS CONTINUING IN OFFICE
Term Expiring in 2001
Thomas D. Berry Director Since 1981
Mr. Berry, age 56, has been a director of Southwest since its inception in
1981 and has been a director of Stillwater National since 1978. He is involved
in oil and gas exploration in North Central Oklahoma, and is an Auctioneer and
Real Estate Broker in Stillwater, Oklahoma.
Rick Green Director Since 1998
Mr. Green, age 52, was appointed the Chief Executive Officer of Southwest
and Stillwater National effective January 1, 1999. Mr. Green previously served
as Chief Operating Officer, President of the Central Oklahoma division of
Stillwater National, and Executive Vice President of Stillwater National. He is
a member of the Oklahoma City and Edmond Chambers of Commerce and has served as
Chair/Ambassador of the Stillwater Chamber of Commerce, on the Oklahoma State
University Alumni Association Homecoming and Honor Students Committees, as
Chairman of Payne County Youth Services, as Co-Chairman of the United Way of
Stillwater Fund Drive and as a member of the Advisory Board of the Oklahoma
State University Technical Institute. He is a member of the Commercial Real
Estate Association of Oklahoma City, the Oklahoma and Oklahoma City Homebuilders
Associations, and past member of the Stillwater Medical Center Committee on
Physician Recruitment. Mr. Green is also a member of Leadership Stillwater and
Leadership Oklahoma City.
David P. Lambert Director Since 1981
Mr. Lambert, age 60, has been a director of Southwest since its inception.
He has been a director of Stillwater National since 1979. Mr. Lambert has served
as President and Chief Executive Officer of the Lambert Construction Company,
Stillwater, Oklahoma since 1974, and is a Trustee of the Oklahoma Construction
Advancement Foundation, and a Director of the Stillwater Chamber of Commerce.
4
Linford R. Pitts Director Since 1981
Mr. Pitts, age 62, has been a director of Southwest since its inception.
He has been a director of Stillwater National since 1977. He is President of
Stillwater Transfer & Storage Company in Stillwater, Oklahoma, and invests in
real estate and in oil and gas properties. Mr. Pitts is a member of the Past
President's Council of the Stillwater Chamber of Commerce.
Stanley R. White Director Since 1998
Mr. White, age 53, was appointed Chief Lending Officer in December 1995.
Prior to this appointment, he had been President of the Stillwater division of
Stillwater National since 1991. Mr. White joined Stillwater National in 1974. He
is a past member and past Chairman of the Board of Trustees of the Stillwater
Medical Center, past Director of the Stillwater Public Education Foundation, the
Judith Karman Hospice, United Way, March of Dimes, and the Stillwater Rotary,
and past President of the Stillwater Chamber of Commerce and the Stillwater
Industrial Foundation. Mr. White also has served as Director of the Oklahoma
State University Alumni Association and the Oklahoma State Chamber of Commerce,
past Board Member of the Oklahoma Law Enforcement Retirement Board, and
currently serves as Director of the Oklahoma Medical Research Foundation,
Director of Leadership Oklahoma, Vice President of Leadership Oklahoma Alumni,
past Chairman and Trustee of the Board of Governors of the Oklahoma State
University Foundation, and is a Director of Oklahoma Academy for State Goals.
Mr. White also is past Chairman of the Oklahoma Bankers Association, and past
Chairman of the Oklahoma Bankers Association Government Relations Council. He is
a member of the American Bankers Association Government Relations Council and is
Director of the Texas Chapter and Senior Member of the Robert Morris
Association.
Term Expiring in 2002
J. Berry Harrison Director Since 1991
Mr. Harrison, age 61, is an Oklahoma State Senator, and has been a rancher
and farmer in Fairfax, Oklahoma since 1962. Mr. Harrison serves as Conservation
District Director of Osage County, President of the Oklahoma Association of
Conservation Districts, and is a member of many other civic groups in his Senate
District. James E. Berry II, Betty Kerns, and Robert B. Rodgers are his cousins.
Erd M. Johnson Director Since 1988
Mr. Johnson, age 70, is Operating Partner of Johnson Oil Partnership,
Midland, Texas. Mr. Johnson is a retired Petroleum Engineer and was Operating
Partner of Johnson Ranch, Fairfax, Oklahoma before its liquidation in 1997. Mr.
Johnson served from 1984-87 as a director of Beefmaster Breeders Universal, and
from 1987-89 as its Treasurer. Mr. Johnson is a former Trustee and Treasurer of
Trinity School of Midland, Texas and a former director and president of The
Racquet Club, Midland, Texas.
5
Betty Kerns Director Since 2000
Ms. Kerns, age 55, was elected a director by the Board of Directors of
Southwest and Stillwater National in December 1999 and began service in January
2000. She is the owner of Betty Kerns & Associates, governmental affairs
consultants. Her firm has represented many governmental, corporate, trade
association, charitable, and other clients. Ms. Kerns previously was involved in
politics and the Oklahoma state government as a campaign organizer and Senate
staff member. She has served on the Board of Directors of the Payne County
Sheltered Workshop, Payne County CASA Association, the Professional
Responsibility Commission of the Oklahoma Bar Association (Vice Chairman), and
an officer of state and local political party organizations. James E. Berry II,
J. Berry Harrison, and Robert B. Rodgers are her cousins.
Russell W. Teubner Director Since 2000
Mr. Teubner, age 43, was elected a director by the Board of Directors of
Southwest and Stillwater National in December 1999 and began service in January
2000. He is a board member of Esker S.A., a global enterprise connectivity
software vendor. His association with Esker began in June 1998, when he
announced the merger of Teubner & Associates, Inc. with Esker. Mr. Teubner was
founder and CEO of Teubner & Associates. The Stillwater Chamber of Commerce
honored him as Citizen of the Year in 1992, Small Business Person of the Year in
1991-92, and Small Business Exporter of the Year in 1992-93. In 1993, he
received the Outstanding Young Oklahoman award given annually by the Oklahoma
Jaycees. In 1997, Oklahoma State University named Mr. Teubner as a recipient of
their Distinguished Alumni Award. During 1996 and 1997, he served on the
Citizen's Commission on the Future of Oklahoma Higher Education. Currently, he
serves on the board of Customersoft and TMSSequoia, software companies, as well
as the OSU Education and Research Foundation, the Oklahoma Technology
Development Corporation, the Stillwater Center for Business Development and the
Global Commerce Network, a non-profit organization devoted to helping business
leaders extend their influence into the social sector. Mr. Teubner is a member
of the Young Presidents' Organization.
Not Standing for Reelection
Joyce P. Berry Director Since 1981
Ms. Berry, age 77, whose term expires at the 2000 Annual Meeting, has
served as a director of Southwest since its inception in 1981 and as a director
of Stillwater National since 1978. Ms. Berry has announced her intention to
retire, effective at the close of the 2000 Annual Meeting. Ms. Berry's years of
guidance and service to Southwest are greatly appreciated by her fellow
directors and management.
BOARD MEETINGS AND COMMITTEES
Southwest's Board conducts its business through meetings of the Board and
of its committees. The Board meets monthly and may have additional special
meetings. The Board met twelve times during 1999. Each director attended at
least 75% of the total number of meetings of the Board and the committees on
which he or she served.
6
The Audit Committee of the Board reviews Southwests' auditing, accounting,
credit, financial and regulatory reporting and internal control functions. This
committee also recommends the firm to be retained by Southwest as its
independent auditors. Only non-employee directors serve on this committee. The
committee met eight times in 1999. Current members are Joyce Berry, J. Berry
Harrison, David P. Lambert, Alfred L. Litchenburg, and Linford R. Pitts,
Chairman.
The Compensation Committee of the Board reviews Southwest's compensation
policies and employee benefit plans and programs, including their establishment,
modification, and administration. In addition, this committee recommends
compensation for Southwest's executive officers, determines management incentive
awards to eligible officers, and recommends changes in director compensation.
During 1998 and 1999, the committee also determined grants of stock options to
officers. All members of this committee are non-employee directors. The
committee met three times in 1999. Current members are Erd M. Johnson, David P.
Lambert, and Robert B. Rodgers, Chairman. In 1999, no Southwest executive
officer served as a member of the compensation committee of another entity that
had an executive officer who served as a Southwest director, and no Southwest
executive officer served as a director of another entity that had an executive
officer serving on Southwest's Compensation Committee.
The Nominating Committee recommends persons for election as directors.
Prior to 1999, the full Board fulfilled the functions of this committee. Current
members are David P. Lambert, Linford R. Pitts, and Robert B. Rodgers, Chairman.
The Board will consider nominees recommended by shareholders, but has not
established any procedures for submission of such recommendations.
DIRECTOR COMPENSATION
Directors of Southwest receive fees of $1,000 for each regular meeting of
the Board attended and $300 per day for each committee meeting.
7
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
The shares of Southwest's common stock that were beneficially owned on the
Record Date by persons who were directors and officers on that date, are shown
below.
Amount and
Nature of Percentage
Beneficial of Shares
Name Ownership (1) Outstanding (2)
- ---- -------------- ---------------
James E. Berry II 23,100 *
Joyce P. Berry 220,901 (3) 5.73%
Thomas D. Berry 16,615 *
Joe Berry Cannon 32,624 (4) *
Rick Green 27,407 (5) *
J. Berry Harrison 35,392 *
Erd M. Johnson 61,860 (6) 1.60%
Betty Kerns 4,955 (7) *
David P. Lambert 14,419 (8) *
Alfred L. Litchenburg 100 (9) *
Linford R. Pitts 7,419 *
Robert B. Rodgers 18,056 (10) *
Russ Tuebner 4,000 (11)
Stanley R. White 26,147 (12) *
Kerby E. Crowell 24,625 (13) *
Mark Poole 1,750 (14) *
Joseph P. Root 4,162 (15) *
All Directors and Executive
Officers as a Group
(21 persons) 564,089 (16) 14.23%
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* Less than one percent of shares outstanding.
(1) Beneficial ownership is defined by rules of the Securities and Exchange
Commission, and includes shares that the person has or shares voting or
investment power over and shares that the person has a right to acquire
within 60 days from March 10, 2000. Unless otherwise indicated, ownership
is direct and the named individual exercises sole voting and investment
power over the shares listed as beneficially owned by such person. A
decision to disclaim beneficial ownership is made by the individual, not
Southwest.
(2) In calculating the percentage ownership of each named individual and the
group, the number of shares outstanding includes any shares that the person
or the group has the right to acquire within 60 days of March 10, 2000.
(3) Does not include shares held by her children as to which she disclaims
beneficial ownership.
(4) Excludes 19,265 shares beneficially owned or owned as trustee by his
spouse.
(5) Includes 280 shares held jointly with his spouse and 2,127 shares held by
his spouse. Includes 25,000 shares that Mr. Green has the right to acquire
within 60 days of March 10, 2000 pursuant to the exercise of options.
(6) Excludes 10 shares held by his spouse. Includes 2,766 shares held by
Johnson Oil Partnership of which Mr. Johnson is a general partner.
(7) Ms. Kerns was elected to the Board in December 1999. Includes 2,755 shares
beneficially owned by her spouse.
(8) Includes 7,000 shares held by his spouse.
(9) Excludes 404,475 shares (10.50%) owned by American Fidelity Corporation
("AFC") and its subsidiary, Security General Life Insurance Company. Mr.
Litchenburg is an officer of American Fidelity Assurance Company, the
principal subsidiary of AFC.
(10) Excludes any shares owned by his father, James W. Rodgers, Jr., and his
mother, Sarah Jane Berry Rodgers.
(11) Mr. Teubner was elected to the Board in December 1999.
(12) Includes 21,000 shares which Mr. White has the right to acquire within 60
days of March 10, 2000, pursuant to the exercise of options. Includes 170
shares held by his spouse.
(13) Includes 20,000 shares which Mr. Crowell has the right to acquire within 60
days of March 10, 2000, pursuant to the exercise of options.
(14) Includes 1,500 shares which Mr. Poole has the right to acquire within 60
days of March 10, 2000, pursuant to stock options.
(15) Includes 4,000 shares which Mr. Root has the right to acquire within 60
days of March 10, 2000, pursuant to stock options.
(16) Includes shares held by certain directors and executive officers as
custodians under Uniform Transfers to Minors Acts, by their spouses and
children, and for the benefit of certain directors and executive officers
under individual retirement accounts ("IRAs") and living trusts. Includes
110,000 shares that executive officers have the right to acquire within 60
days of March 10, 2000, by exercise of options.
8
OWNERS OF MORE THAN 5% OF SOUTHWEST'S COMMON STOCK
Beneficial owners of more than 5% of the common stock are required to file
certain ownership reports under the federal securities laws. The following table
shows the common stock beneficially owned by all persons who have filed these
reports.
Amount and Nature Percentage
of Beneficial of Shares
Name Ownership (1) Outstanding
- ---- ------------- -----------
American Fidelity Corporation 404,575 (2) 10.50%
Joyce P. Berry 220,901 (3) 5.73
Pilgrim Investments, Inc. 200,000 (4) 5.19
Stillwater National Bank
and Trust Company 194,920 (5) 5.06
____________________
(1) Beneficial ownership is defined by rules of the Securities and Exchange
Commission, and includes shares that the person has or shares voting or
investment power over. Unless otherwise indicated, ownership is direct and
the named individual exercises sole voting and investment power over the
shares listed as beneficially owned by such person. A decision to disclaim
beneficial ownership or to include shares held by others is made by the
shareholder, not by Southwest.
(2) American Fidelity Corporation ("AFC") is controlled by Cameron Enterprises,
A Limited Partnership ("CELP"). The general partners of CELP are Lynda L.
Cameron, William M. Cameron, Theodore M. Elam, and, as trustees, certain
officers of the Bank of Oklahoma, N.A. Includes shares owned by Security
General Life Insurance Company ("SGLI"), a subsidiary of AFC. The address
of AFC, SGLI, and CELP is 2000 Classen Center, Oklahoma City, Oklahoma
73106. Includes 100 shares owned by Alfred A. Lichtenburg, a director of
Southwest, who is an officer of American Fidelity Assurance Company, the
principal subsidiary of AFC.
(3) The address of Joyce P. Berry is 312 South Willis, Stillwater, Oklahoma
74074. Does not include shares held by her children as to which she
disclaims beneficial ownership.
(4) The address of Pilgrim Investments, Inc. is Pilgrim Holdings Corporation,
40 North Central Avenue, Suite 1200, Phoenix, Arizona 85004.
(5) Includes shares held in various trusts for which Stillwater National Bank
and Trust Company acts as trustee and over which it has sole or shared
power to dispose of the shares. The address of Stillwater National Bank and
Trust Company is 608 South Main Street, Stillwater, Oklahoma 74074.
9
EXECUTIVE COMPENSATION AND OTHER BENEFITS
The following table summarizes compensation earned by or awarded to
Southwest's Chief Executive Officer and Southwest's four most highly compensated
other executive officers (the "Named Executive Officers").
Summary Compensation Table
Long-Term Compensation
-------------------------------
Awards Payouts
--------- ---------
Name and Annual Compensation (1) Securities All Other
----------------------
Underlying LTIP Compen-
Principal Position Year Salary Bonus Options/SARs (Payouts (3) sation
- ------------------ ---- ------ ----- ------------ ------------ ------
Rick Green 1999 175,000 25,000 20,000 -- 26,192 (4)
Chief Executive Officer 1998 142,000 -- -- -- 21,917
1997 130,460 5,654 10,000 17,588 12,681
Stanley R. White 1999 141,043 10,000 -- -- 25,511 (5)
Chief Lending Officer 1998 121,250 -- -- -- 18,623
1997 117,750 5,000 -- 17,588 11,823
Kerby E. Crowell 1999 122,350 5,000 10,000 -- 11,187 (6)
Executive Vice President 1998 111,400 10,450 -- -- 18,091
and Chief Financial
Officer 1997 105,400 -- 10,000 17,588 10,056
Joseph P. Root 1999 116,800 10,000 15,000 -- 11,118 (7)
President, Central 1989 89,500 10,000 -- -- 14,237
Oklahoma Division 1997 57,098 12,000 -- -- 6,865
Mark Poole 1999 115,979 10,000 15,000 -- 154 (8)
President, Tulsa 1998 4,423 15,000 -- -- ---
Division 1997 --- --- -- -- ---
----------------------
(1) The value of other annual compensation did not exceed the lesser of
$50,000 or 10% of salary and bonus for any Named Executive Officer.
(2) In each case, represents stock options granted under Southwest's Stock
Option Plan.
(3) In each case, consists of payouts under Southwest's Performance Unit
Plan.
(4) Consisted of $814 in dollar value of term life insurance premiums paid
by Southwest for the benefit of Mr. Green, $13,378 contributed to Mr.
Green's account in the Profit Sharing Plan, and $12,000 in directors'
fees.
(5) Consisted of $814 in dollar value of term life insurance premiums paid
by Southwest for the benefit of Mr. White, $12,697 contributed to Mr.
White's account in the Profit Sharing Plan, and $12,000 in directors'
fees.
(6) Consisted of $498 in dollar value of term life insurance premiums paid
by Southwest for the benefit of Mr. Crowell and $10,689 contributed to
Mr. Crowell's account in the Profit Sharing Plan.
(7) Consisted of $498 in dollar value of term life insurance premiums paid
by Southwest for the benefit of Mr. Root and $10,620 contributed to
Mr. Root's account in the Profit Sharing Plan.
(8) Consisted of $154 in dollar value of term life insurance premiums paid
by Southwest for the benefit of Mr. Poole.
10
Option Grants in 1999
Number of % of Total
Securities Options
Underlying Granted to
Options Employees Exercise Expiration Grant Date
Name Granted (1) in Year Price (2) Date Present Value (3)
- ---- ----------- ---------- --------- ---------- -----------------
Rick Green 20,000 12.66% $21.31 12-16-09 $185,508
Stanley R. White 10,000 6.33 21.31 12-16-09 92,754
Kerby E. Crowell 10,000 6.33 21.31 12-16-09 92,754
Joseph P Root 10,000 6.33 26.00 02-18-09 117,122
5,000 3.16 21.31 12-16-09 46,377
Mark Poole 10,000 6.33 26.00 02-18-09 117,122
5,000 3.16 21.31 12-16-09 46,377
(1) Options granted in 1999 vested 10% upon the date of grant and an additional
10% upon each of the next nine anniversaries of the date of grant.
(2) In each case, the exercise price was equal to the market price of the
Common Stock on the date of Grant.
(3) Represents the present value of the grant at the date of grant, as
determined using the Black-Scholes option pricing model. In calculating the
present value of the option grant, the following assumptions were utilized:
(i) the current market price of the underlying stock at the date of grant
was $21.31 and $26.00, (ii) the annualized dividend rate at the date of
grant was 1.88% and 1.38% per share; (iii) the continuously compounded ten-
year risk-free rate of return expressed on an annual basis was 6.44% and
5.42%; (iv) the risk of the underlying Common Stock, measured by the
standard deviation of the continuously compounded annual rate of return of
the Common Stock, was 31% and 32%; and (v) the options are exercised at
their expiration date. The foregoing assumptions are used for illustrative
purposes only. No assurance can be given that actual experience will
correspond to the assumptions utilized.
Year-End Option Values
The number and potential realizable value at the end of the year of options
held by each of the Named Executive Officers are shown below.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Acquired Value Options at Year-End at Year-End (1)
----------------------------- ---------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ------------ --------------
Rick Green -- -- 25,000 35,000 $128,130 $ 15,670
Stanley R. White -- -- 21,000 19,000 143,690 60,710
Kerby E. Crowell -- -- 20,000 20,000 94,440 (30,040)
Joseph P. Root -- -- 4,000 16,000 9,895 (43,345)
Mark Poole -- -- 1,500 13,500 (6,655) (59,895)
__________________
(1) Calculated based on the product of: (a) the number of shares subject to
options and (b) the difference between the fair market value of the
underlying common stock at December 31, 1999, based on the closing sale
price of the common stock on December 31, 1999, as reported on the Nasdaq
National Market of $20.00 per share, and the exercise price of the options
of $12.75 to $26.75 per share.
No options or stock appreciation rights ("SARs") were exercised by the
Named Executive Officers during 1999. No SARs were held by any Named Executive
Officer at year-end. No options or SARs held by any Named Executive Officer
repriced during Southwest's last ten full years.
11
Severance Arrangements
Stillwater National has adopted a Severance Compensation Plan pursuant to
which Messrs. Green, White, and Crowell are entitled to lump-sum severance
compensation upon a qualifying termination of service equal to a percentage of
their respective total annual base compensation in effect at the date of
termination. For purposes of the Severance Compensation Plan, a qualifying
termination of service is defined as either an involuntary termination of
service or a voluntary termination of service for good reason, in either case
within two years following a change-in-control occurring after the effective
date of the Severance Compensation Plan. Good reason would include: (i) a
reduction in their base salary; (ii) their assignment without their consent to a
location other than in Oklahoma; (iii) the failure to maintain them in a
position of comparable authority or responsibility; or (iv) a material reduction
in their level of incentive compensation or benefits. A change-in-control is
deemed to occur whenever: (i) any entity or person becomes the beneficial owner
of or obtains voting control over 50% or more of the outstanding shares of
common stock of either Southwest or Stillwater National; (ii) the shareholders
of either Southwest or Stillwater National approve (a) a merger or consolidation
in which Southwest or Stillwater National is not the survivor or pursuant to
which the outstanding shares of either would be converted into cash, securities
or other property of another corporation other than a transaction in which
shareholders maintain the same proportionate ownership interests, or (b) a sale
or other disposition of all or substantially all of the assets of either
Southwest or Stillwater National; or (iii) there shall have been a change in a
majority of the Boards of Directors of either Southwest or Stillwater National
within a twelve-month period unless each new director was approved by the vote
of two-thirds of the directors still in office who were in office at the
beginning of the twelve-month period. Messrs. Green, White, and Crowell would
have received lump-sum severance payments of $175,000, $140,000 and $120,000
respectively, upon a qualifying termination of service if such termination had
occurred on December 31, 1999.
Compensation Committee Report On Executive Compensation
As members of the Compensation Committees of Southwest and Stillwater
National, it is our duty to review compensation policies applicable to senior
officers; to consider the relationship of corporate performance to that
compensation; to recommend salary and bonus levels for senior officers for
consideration by the Boards of Directors of Southwest and Stillwater National;
and to administer various incentive plans of Southwest and Stillwater National.
Overview. Under the compensation policies of Southwest, which are endorsed
by the Compensation Committee, compensation is paid based both on the senior
officer's performance and the performance of the entire Company. In assessing
the performance of Southwest and Stillwater National for purposes of
compensation decisions, the Compensation Committee considers a number of
factors, including salaries paid by financial services companies with
characteristics similar Southwest's to officers with similar responsibilities,
profits of Southwest and Stillwater National during the past year relative to
their profit plans, reports of federal regulatory examinations of Southwest and
Stillwater National, growth, business plans for future periods, regulatory
capital levels, and changes in the value of Southwest's stock. The Compensation
Committee assesses individual executive performance based upon its determination
of the officer's
12
contributions to the performance of Southwest and the accomplishment of
Southwest's strategic goals, such as the completion of Southwest's public
offerings of common stock in 1993 and 1999, Preferred Stock in 1995, and Trust
Preferred Securities in 1997. In assessing performance for 1999 and previous
years, the members of the Committee did not make use of a mechanical weighting
formula or use specific performance targets, but instead weighted the described
factors as they deemed appropriate in the total circumstances.
Base Salary. The 1999 salary levels of Southwest's Chief Executive Officer
and other Named Executive Officers were established consistent with this
compensation policy. The Committee conducted a review of executive officer base
compensation in December 1998. Changes in base compensation for 1999 were
effective on January 1, 1999 or in December 1998. In its review, the Committee
determined that the performance of Mr. Green was excellent, based upon the
factors described above. As a result of this review, Mr. Green's salary was
increased by $32,000 to 175,000.
Bonuses. Stillwater National also awards performance bonuses. In December
1999, a bonus of $25,000 was awarded to Mr. Green, $10,000 each to Mr. White,
Mr. Root, and Mr. Poole, and $5,000 to Mr. Crowell.
Stock Options. The purposes of Southwest's Stock Option Plans (the "Option
Plans") are to attract, retain and motivate key officers of Southwest and
Stillwater National by providing key officers with a stake in the success of
Southwest, as measured by the value of its shares, and to increase the
commonality of interests among key employees and other shareholders. Options are
granted at exercise prices equal to the fair market value of the shares on the
dates of grant. During 1999, incentive stock options for 70,000 shares were
granted to Named Executive Officers at exercise prices of $21.31 and $26.00 per
share, including options for 20,000 shares granted to Mr. Green, 10,000 shares
each granted to Mr. White and Mr. Crowell, and 15,000 shares each granted to Mr.
Root and Mr. Poole.
No member of the Compensation Committee is a former or current officer or
employee of Southwest or Stillwater National.
March 9, 2000
Robert B. Rodgers, Chairman
Erd M. Johnson
David P. Lambert
13
STOCK PERFORMANCE COMPARISONS
The following table compares the cumulative total return on a hypothetical
investment of $100 in Southwest's common stock at the closing price on December
31, 1994 through December 31, 1999, with the hypothetical cumulative total
return on the Nasdaq Stock Market Index (U.S. Companies) and the Nasdaq Bank
Index for the comparable period.
[GRAPH APPEARS HERE]
----------------------------------------------------------------------------------------------
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
----------------------------------------------------------------------------------------------
Southwest $ 100 $ 140.5 $ 156.8 $ 221.1 $ 209.3 $ 160.1
----------------------------------------------------------------------------------------------
NASDAQ Stock Market
Index (U.S.) 100 141.3 173.9 213.1 300.3 542.4
----------------------------------------------------------------------------------------------
NASDAQ Bank Index 100 149.0 196.7 329.4 327.1 314.4
----------------------------------------------------------------------------------------------
CERTAIN TRANSACTIONS
Stillwater National has and expects to have in the future, banking
transactions with certain officers and directors of Southwest and Stillwater
National and greater than 5% shareholders of Southwest and their immediate
families and associates. These transactions are in the ordinary course of
business, and loans have been and will be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons. In the opinion of Southwest's
management, these loans did not involve more than normal risk of collectibility
or present other unfavorable features.
14
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on Southwest's review of the copies of initial statements of
beneficial ownership on Form 3 and reports of changes in beneficial ownership on
Form 4 that it has received in the past year, annual statements of changes in
beneficial ownership on Form 5 with respect to the last fiscal year, and written
representations that no such annual statement of change in beneficial ownership
was required, all directors, executive officers, and beneficial owners of more
than 10% of its common stock have timely filed those reports with respect to
1999. Southwest makes no representation regarding persons who have not
identified themselves as being subject to the reporting requirements of Section
16(a) of the Securities Exchange Act of 1934, or as to the appropriateness of
disclaimers of beneficial ownership.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
A representative of Deloitte & Touche LLP, Southwest's independent
certified public accounting firm, is expected to be present at the Annual
Meeting to respond to shareholders' questions and will have the opportunity to
make a statement.
OTHER MATTERS
The Board is not aware of any business to come before the Annual Meeting
other than those matters described above in this Proxy Statement and matters
incident to the conduct of the Annual Meeting. However, if any other matters
should properly come before the Annual Meeting, it is intended that proxies in
the accompanying form will be voted as determined by a majority of the Board of
Directors.
SHAREHOLDER PROPOSALS
Any shareholder proposal to take action at the year 2001 Annual Meeting of
Shareholders must be received at Southwest's executive office at 608 South Main
Street, Stillwater, Oklahoma 74074 no later than November 15, 2000, in order to
be eligible for inclusion in Southwest's proxy materials for that meeting. Any
such proposals shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934. Under Southwest's Certificate of
Incorporation, a shareholder proposal or nomination for director may be eligible
for consideration at an annual or special meeting if written notice is delivered
or mailed to the Secretary not less than thirty days nor more than sixty days
before the meeting, provided that, if less than forty days notice of the meeting
has been given, such written notice may be delivered or mailed by the close of
the tenth day after the date notice of the meeting was mailed. Such notices also
must include information required by and comply with procedures established by
the Certificate of Incorporation.
15
1999 ANNUAL REPORT TO SHAREHOLDERS
Southwest's 1999 Annual Report to Shareholders, including consolidated
financial statements, has been mailed to all shareholders of record as of the
close of business on the Record Date. Any shareholder who has not received a
copy of such Annual Report may obtain a copy by writing to the Secretary. Such
Annual Report is not to be treated as a part of the proxy solicitation material
or as having been incorporated herein by reference.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Deborah T. Bradley
DEBORAH T. BRADLEY
SECRETARY
Stillwater, Oklahoma
March 17, 2000
ANNUAL REPORT ON FORM 10-K
A copy of Southwest's Annual Report on Form 10-K for the year ended
December 31, 1999, as filed with the Securities and Exchange Commission will be
furnished without charge to shareholders as of the record date upon written
request to: Kerby E. Crowell, Southwest Bancorp, Inc., P.O. Box 1988,
Stillwater, Oklahoma 74076.
16
REVOCABLE PROXY
SOUTHWEST BANCORP, INC.
-----------------------
ANNUAL MEETING OF STOCKHOLDERS
April 27, 2000
-------------------------
The undersigned hereby appoints Joyce P. Berry, Joe Berry Cannon and Robert L.
Hert, with full powers of substitution to act, as attorneys and proxies for the
undersigned, to vote all shares of Common Stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders (the
"Annual Meeting"), to be held in the Auditorium, Room 215, of the Stillwater
Public Library, 1107 South Duck Street, Stillwater, Oklahoma on Thursday, April
27, 2000 at 11:00 a.m., Central Time, and at any and all adjournments thereof,
as indicated below and in accordance with the determination of a majority of the
Board of Directors with respect to other matters which come before the Annual
Meeting.
FOR WITHHOLD
--- --------
1. The election as directors of all nominees
listed below (except as marked to the
contrary below): ____ ____
James E. Berry II
Joe Berry Cannon
Alfred L. Litchenburg
Robert B. Rodgers
INSTRUCTION: To withhold your vote for any individual nominee,
insert that nominee's name on the line provided below.
---------------------------------
Unless contrary direction is given, the right is reserved in the
sole discretion of the Board of Directors to distribute votes among
some or all of the above nominees in a manner other than equally so
as to elect as directors the maximum possible number of such
nominees.
The Board of Directors recommends a vote "FOR" each of the listed nominees.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE NOMINEES. IF ANY OTHER BUSINESS IS
PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF
DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH RESPECT TO THE
ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR
GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL
MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or
at any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect. The undersigned hereby revokes any and all
proxies heretofore given with respect to the shares of Common Stock held of
record by the undersigned.
The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of Annual Meeting, the Company's Proxy Statement for
the Annual Meeting and the 1999 Annual Report to Stockholders.
Dated: ________________________, 2000
___________________________________ ________________________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
___________________________________ ________________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this card was
mailed. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each holder should
sign.
[ ] Please check here if you plan to attend the Annual Meeting.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
---------
POSTAGE-PREPAID ENVELOPE.
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